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UPLOAD Filing

Jianzhi Education Technology Group Co Ltd
Date: Sept. 2, 2025 · CIK: 0001852440 · Accession: 0000000000-25-009432

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File numbers found in text: 333-289524

Date
September 2, 2025
Author
Division of
Form
UPLOAD
Company
Jianzhi Education Technology Group Co Ltd

Letter

Re: Jianzhi Education Technology Group Co Ltd Registration Statement on Form F-1 Filed August 12, 2025 File No. 333-289524 Dear Yong Hu:

September 2, 2025

Yong Hu Chief Executive Officer Jianzhi Education Technology Group Co Ltd 15/F, Tower A, Yingdu Building, Zhichun Road Haidian District, Beijing 100086 People s Republic of China

We have conducted a limited review of your registration statement and have the following comment(s).

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 filed August 12, 2025 Cover Page

1. Please provide disclosure regarding the offering price of the securities required by Item 501(b)(3) of Regulation S-K and the instructions thereto. We note your statement on the cover page that the price "will be determined through arm's length negotiation" with investors; however we also note that you identify a formula based on the closing trading price of the ADSs at page 13. Additionally, please clarify how you intend to populate disclosure that depends in part on the offering price, such as the dilution and capitalization tables, prior to effectiveness (e.g., using a reference price based on the formula and recent trading price, or some other method). September 2, 2025 Page 2 General

2. We note your response to prior comment 1. To help us better understand the background, timing, and structure of this offering, please tell us the date(s) of any offers or sales related to the offering. While you indicate that you have not entered into subscription agreements with investors, we note that information regarding the volume of securities to be sold, seemingly on a firm rather than best-efforts basis, and method of pricing the offering is included in the Form F-1 as filed on August 12, 2025. Please clarify how this information was determined, including whether through negotiations with investors. To the extent offers or sales were made to investors prior to the public filing of the Form F-1, please explain how they complied with Section 5 of the Securities Act and why this is characterized as a primary offering of securities to investors, rather than the resale of securities issued in a private placement.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Kelly Reed at 202-551-5332 or Cara Wirth at 202-551-7127 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Steve Lin

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 2, 2025

Yong Hu
Chief Executive Officer
Jianzhi Education Technology Group Co Ltd
15/F, Tower A, Yingdu Building, Zhichun Road
Haidian District, Beijing 100086
People s Republic of China

 Re: Jianzhi Education Technology Group Co Ltd
 Registration Statement on Form F-1
 Filed August 12, 2025
 File No. 333-289524
Dear Yong Hu:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 filed August 12, 2025
Cover Page

1. Please provide disclosure regarding the offering price of the securities
required by
 Item 501(b)(3) of Regulation S-K and the instructions thereto. We note
your statement
 on the cover page that the price "will be determined through arm's
length negotiation"
 with investors; however we also note that you identify a formula based
on the closing
 trading price of the ADSs at page 13. Additionally, please clarify how
you intend to
 populate disclosure that depends in part on the offering price, such as
the dilution and
 capitalization tables, prior to effectiveness (e.g., using a reference
price based on the
 formula and recent trading price, or some other method).
 September 2, 2025
Page 2
General

2. We note your response to prior comment 1. To help us better understand
the
 background, timing, and structure of this offering, please tell us the
date(s) of any
 offers or sales related to the offering. While you indicate that you
have not entered
 into subscription agreements with investors, we note that information
regarding the
 volume of securities to be sold, seemingly on a firm rather than
best-efforts basis, and
 method of pricing the offering is included in the Form F-1 as filed on
August 12,
 2025. Please clarify how this information was determined, including
whether through
 negotiations with investors. To the extent offers or sales were made to
investors prior
 to the public filing of the Form F-1, please explain how they complied
with Section 5
 of the Securities Act and why this is characterized as a primary
offering of securities
 to investors, rather than the resale of securities issued in a private
placement.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Kelly Reed at 202-551-5332 or Cara Wirth at 202-551-7127
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Steve Lin
</TEXT>
</DOCUMENT>